1. Each performance-based restricted stock unit represented a contingent right to receive a share of issuer's common stock upon satisfaction of financial performance criteria for the three-year performance period ended January 31, 2015 and publication of issuer's financial statements for the fiscal year-ended on that date. 13,800 performance-based restricted stock units were granted pursuant to the Tiffany & Co. 2005 Employee Incentive Plan, which complies with Rule 16(b)-3. 10,350 performance-based restricted stock units not eligible for conversion at the end of the performance period were canceled.

Remarks:

/s/ John C. Duffy, Attorney-in-Fact

03/27/2015

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).